AMENDMENT AGREEMENT

                                                                   EXHIBIT (h.3)

                               AMENDMENT AGREEMENT

         Amendment AGREEMENT, effective as of May 1, 2002, by and between Aetna
Life Insurance and Annuity Company (to be renamed ING Life Insurance and Annuity
Company), a company organized under the laws of the State of Connecticut (the
"Administrator") and Investors Bank & Trust Company, a Massachusetts trust
company ("Investors Bank").

         WHEREAS the Administrator and Investors Bank entered into a
Sub-Administration Agreement dated December 14, 2001 as amended from time to
time (the "Sub-Administration Agreement"); and

         WHEREAS, the Administrator and Investors Bank desire to amend the
Sub-Administration Agreement as set forth below.

         NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein set forth, the parties hereto agree as follows:

1.       Amendments.

(a) Appendix A to the Sub-Administration Agreement is hereby amended by deleting
such Appendix A in its entirety and replacing it with Appendix A attached hereto
as Exhibit I.

2.       Miscellaneous.

         (a) Except as amended hereby, the Sub-Administration Agreement shall
             remain in full force and effect.

         (b) This Amendment may be executed in two or more counterparts, each of
             which shall be deemed an original, but all of which together shall
             constitute one and the same instrument.

                                   [Remainder of Page Intentionally Left Blank]

         IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
executed by its duly authorized officer, as the case may be, as of the date and
year first above written.


INVESTORS BANK & TRUST COMPANY         AETNA LIFE INSURANCE AND ANNUITY COMPANY

By:                                    By: /s/  Xxxxxx X. Xxxxxxxxxxx
    --------------------------             -----------------------------------
Name:                                  Name: Xxxxxx X. Xxxxxxxxxxx
      ------------------------               ---------------------------------
Title:                                 Title: Vice President
       -----------------------                --------------------------------


                                                                       EXHIBIT I
                                   Appendix A

Series of Portfolio Partners, Inc. (to be renamed ING Partners, Inc.
effective May 1, 2002):

                    MFS Emerging Equities Portfolio

                    MFS Research Growth Portfolio

                    MFS Capital Opportunities Portfolio

                    Xxxxxxx International Growth Portfolio

                    X. Xxxx Price Growth Equity Portfolio

                    Xxxxxxx Xxxxx Capital Growth Portfolio

                    Salomon Brothers Capital Portfolio

                    OpCap Balanced Value Portfolio

                    Xxxxxxx Tactical Asset Allocation Portfolio
                    (to be renamed UBS Global Asset Allocation Portfolio)

                    DSI Enhanced Index Portfolio

                    Salomon Brothers Investors Value Portfolio

                    Xxxxx Growth Portfolio

                    Xxxxx Aggressive Growth Portfolio

                    JPMorgan Mid Cap Value

                    Baron Small Cap Growth

                    Xxx Xxxxxx Xxxxxxxx

                    MFS Global Growth

                    PIMCO Total Return

                    American Century Small Cap Value